Item 1.01 Entry into a Material Definitive Agreement

On January 16, 2023, Cardinal One Carbon Holdings, LLC, a wholly owned subsidiary of Cardinal Ethanol, LLC, entered into a Partnership Agreement (the "LPA") with Vault CCS Holdings LP pursuant to which Cardinal One Carbon Holdings, LLC and Vault CCS Holdings LP have formed a joint venture operating under the name of One Carbon Partnership Holdings LP (the "Limited Partnership"). The purpose of the joint venture is to investigate and pursue carbon dioxide capture and underground sequestration (the "Project"). The LPA governs the rights, duties and responsibilities of the parties in connection with the ownership of the Limited Partnership. Cardinal One Carbon Holdings, LLC owns a 50% limited partnership interest in the Limited Partnership. The LPA contemplates that Cardinal One Carbon Holdings, LLC and Vault CCS Holdings LP will make capital contributions to fund the Project and receive distributions in accordance with their respective ownership interests. As of January 16, 2023, Cardinal One Carbon Holdings, LLC has made capital contributions of $1,150,000 to the LP. It is currently expected that the Project will require Cardinal One Carbon Holdings, LLC to invest up to $20,000,000 to reach commercial operations. However, the Project is still in its early stages and is subject to many variables that could have a material effect on its feasibility and the parties' ability to complete the Project.

In addition, on the same date, Cardinal One Carbon Holdings, LLC and Vault CCS Holdings LP entered into an Amended and Restated Limited Liability Company Agreement (the "LLCA") of One Carbon Partnership GP LLC (the "GP"). The purpose of the GP is to serve as the general partner of the Limited Partnership. Cardinal One Carbon Holdings, LLC and Vault CCS Holdings LP each own 50% of the GP and have the right to appoint three directors to the board of directors of the GP. Such directors may only be removed or replaced by the member that appointed them. Actions taken by the board of directors must be approved by a majority of the directors. Vault CCS Holdings LP or its affiliate will be responsible for management of construction of the Project and day-to-day operations. Certain material actions require approval by the board of directors of the GP.

The foregoing summaries of the LPA and LLCA do not purport to be complete and are subject to, and qualified in their entirety, by reference to the LPA and the LLCA which are filed as exhibits hereto.

Item 9.01 Financial Statements and Exhibits



(a)None.

(b)None.

(c)None.

(d)Exhibits.

Exhibit No.  Description



     99.1             Partnership Agreement of One Carbon Partnership Holdings LP **
     99.2             Amended and Restated Limited Liability Company Agreement of One Carbon
                      Partnership GP LLC **
      104             Cover Page Interactive Data File (embedded within the Inline XBRL document).

**Confidential Information Redacted

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